Terms and Conditions
1. Scope
1.1 These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers ("Buyer"). These General Terms and Conditions of Sale only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).
1.2 Our General Terms and Conditions of Sale apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their validity. This requirement of consent also applies if the Buyer refers to its general terms and conditions in the order and we have not expressly objected to the general terms and conditions.
1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods ("Goods"). It does not matter whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433 and 650 of the German Civil Code). Unless otherwise agreed, these General Terms and Conditions of Sale shall apply in the version valid at the time the buyer places their order or in the version most recently communicated to them in text form, as a framework agreement, also for similar future contracts, without us as the seller being required to refer to them again on a case-by-case basis.
1.4 Individual agreements made with the buyer in individual cases (including ancillary agreements, additions, and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall prevail over these General Terms and Conditions of Sale. The content of such agreements shall be governed by a written contract or our written confirmation, unless otherwise provided.
1.5 Legally relevant declarations and notifications by the buyer regarding the contract (e.g., notifications of defects, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written and text form (e.g., letter, email, fax). Further statutory formal requirements and further evidence (if there is doubt about the legitimacy of the person making the declaration) remain unaffected.
1.6 Any references to the applicability of statutory provisions are intended solely for clarification purposes. The statutory provisions apply – even if no corresponding clarification has been provided – to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.
2. Offer and Conclusion of Contract
2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, estimates, references to DIN standards), as well as other product descriptions or documents (including in electronic form). We reserve ownership and copyright to all documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we grant the buyer our express written consent.
2.2 The buyer's order for the goods constitutes a non-binding contractual offer in accordance with Section 145 of the German Civil Code (BGB). Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt.
2.3 Acceptance of the contractual offer by the buyer can be declared either in writing (e.g., by an order confirmation) or by delivery of the goods to the buyer. In the event that we, as the seller, do not accept the buyer's offer within the period specified in Section 2.2, any documents sent to the buyer must be returned to us immediately.
3. Prices and Payment Agreements
3.1 Unless otherwise agreed in writing in individual cases, our prices valid at the time of conclusion of the contract shall apply ex warehouse, plus statutory VAT. Packaging costs will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material, and distribution costs for deliveries made three months or more after conclusion of the contract.
3.2 In the case of a sale by dispatch, the buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. In the event that we do not invoice the transport costs incurred in the individual case, we will charge a flat-rate transport fee (excluding transport insurance) of €15. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.
3.3 Payment of the purchase price must be made exclusively to the account specified overleaf. Cash discounts are only permitted by special written agreement.
3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We will declare a corresponding reservation no later than with the order confirmation.
3.5 The buyer shall be in default if the above payment period expires. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate pursuant to Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of nine percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further damages for default. With regard to merchants, our claim to commercial default interest pursuant to Section 353 of the German Commercial Code (HGB) remains unaffected.
3.6 If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is jeopardized due to the buyer's inability to perform (e.g., due to a petition for insolvency proceedings), we are entitled to refuse performance and, if necessary, after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). For contracts requiring the production of non-fungible items (custom-made items), we may declare immediate withdrawal. The statutory provisions regarding the dispensability of setting a deadline remain unaffected in this respect.
4. Rights of Retention
The buyer is only entitled to rights of set-off or retention if their claim has been legally established or is undisputed, and their counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer's counterclaims, in particular in accordance with Section 8.6, Sentence 2 of these General Terms and Conditions of Sale, remain unaffected.
5. Delivery Period and Delay in Delivery
5.1 The delivery period will be agreed upon individually or specified by us upon acceptance of the order. If this is not the case, the delivery period will be approximately 7-14 days from the conclusion of the contract.
5.2 In the event that we are unable to meet contractually agreed delivery deadlines for reasons beyond our control, we must inform the buyer immediately of this fact and simultaneously provide the expected or new delivery period.
If a delayed delivery cannot be made due to the unavailability of the service even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the buyer (in the form of the purchase price payment). The unavailability of the service exists, for example, if our supplier has not delivered to us on time, if we have concluded a congruent hedging transaction, if other disruptions in the supply chain occur (e.g., due to force majeure), or if we are not obligated to procure the goods in the individual case.
5.3 Whether a delay in delivery by us as the seller exists is determined by statutory provisions. However, a reminder from the buyer is a prerequisite for a delay in delivery by us as the seller. In the event that a delay in delivery exists, the buyer can claim lump-sum compensation for damages caused by the delay. The lump sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not exceeding 5% of the delivery value of the delayed goods. We reserve the right to provide appropriate evidence that the buyer has suffered no damage or only less damage than the aforementioned lump sum.
5.4 The buyer's rights pursuant to Section 9 of these General Terms and Conditions of Sale and our statutory rights, particularly in the event of an exclusion of the obligation to perform (e.g., due to the impossibility or unreasonableness of performance and/or subsequent fulfillment), remain unaffected.
6. Delivery, Transfer of Risk, Acceptance, Delay in Acceptance
6.1 Delivery shall be ex warehouse. The warehouse shall also be the place of performance for delivery and the place for any subsequent performance. In the event that the buyer wishes the goods to be shipped to a different destination (sale by dispatch), the buyer shall bear the shipping costs. In the event that nothing has been contractually agreed upon, we may determine the type of shipping (packaging, shipping route, transport company).
6.2 Upon handover of the goods to the buyer, the risk of accidental loss and accidental deterioration shall pass to the buyer. In the context of a sale by dispatch, the risk of accidental loss of the goods, accidental deterioration of the goods, and the risk of delay shall pass upon delivery of the goods to the freight forwarder or carrier. In the event that acceptance of the goods is contractually agreed upon, this shall be decisive for the transfer of risk. Further statutory provisions of the law governing contracts for work and services remain unaffected. The handover or acceptance of the goods shall be deemed to have occurred if the buyer is in default of acceptance.
6.3 In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to compensation from the plaintiff for the damage incurred, including additional expenses (e.g., storage costs). If this is the case, we will invoice the buyer a flat-rate compensation of EUR 100 per calendar day (beginning with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Our statutory claims (reimbursement of additional expenses, reasonable compensation, termination) and proof of greater damages remain unaffected.
6.4 Proof of greater damages and our statutory claims (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat-rate compensation shall be offset against further monetary claims. However, the buyer reserves the right to prove that we have suffered no damage at all or only significantly less damage than the above-mentioned lump sum.
7. Retention of Title
7.1 We retain title to the delivered goods until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
7.2 Until full payment of the secured claims has been made, the goods subject to retention of title may not be pledged to third parties or assigned as security. The buyer must notify us immediately in writing in the event of an application for the opening of insolvency proceedings or in the event of third parties seizing the goods belonging to us (e.g., attachments). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO), the buyer is liable for the loss incurred by us.
7.3 In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or demand the return of the goods based on the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to merely demand the return of the goods and reserve the right to withdraw. In the event that the Buyer fails to pay the purchase price due, we must have unsuccessfully set the Buyer a reasonable deadline for payment before asserting these rights. This only applies if such a deadline is not dispensable under the statutory provisions.
7.4 The Buyer is entitled, until revoked in accordance with Section 7.4.c, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:
a) Products resulting from the combination, mixing, or processing of our goods are subject to retention of title to their full value, whereby we are deemed to be the manufacturer. In the event that the ownership rights of third parties remain intact upon combination, mixing, or processing with the goods of third parties, we acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. In all other respects, the same applies to the resulting product as to the goods delivered subject to retention of title. The buyer also assigns to us, for security purposes, any claims against a third party that arise from the combination of the reserved goods with real estate. In this case, we accept the assignment.
b) The buyer already assigns to us, for security purposes, the claims against third parties arising from the resale of the goods or products in the amount of the final invoice amount (including VAT) agreed with us, in full or in the amount of our possible co-ownership share pursuant to Section 7.4.a. We accept the assignment. The buyer's obligations listed in Section 7.2 also apply with regard to the assigned claims.
c) The buyer remains authorized to collect the claim alongside us. As long as the buyer fulfills its payment obligations to us, there is no lack of performance on the part of the buyer, and we do not assert the retention of title by exercising a right pursuant to Section 7.3, we undertake not to collect the claim. If we assert the exercise of a right pursuant to Section 7.3, we may demand that the buyer disclose the assigned claims and their debtors, as well as that the buyer provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the buyer's authority to resell and process the goods subject to retention of title.
d) In the event that the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer's request.
7.5 The buyer is obligated to treat the purchased item with care until ownership has been transferred to him. In particular, he is obligated to adequately insure it at his own expense against theft, fire, and water damage to its replacement value (note: only permitted for the sale of high-value goods). If maintenance and inspection work must be carried out, the buyer must carry it out in a timely manner at his own expense.
8. Buyer's Claims for Defects
8.1 The statutory provisions apply to the buyer's rights in the event of material and legal defects (including incorrect and incomplete deliveries), unless otherwise provided below. This does not affect the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the buyer's rights arising from separately provided guarantees, particularly those provided by the manufacturer.
8.2 Agreements we have made with buyers regarding the quality and intended use of the goods (including accessories and instructions) generally form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or were publicly announced by us (particularly on our website) at the time the contract was concluded. In the event that no quality agreement was made, the existence of a defect shall be assessed in accordance with the provisions of Section 434 Paragraph 3 of the German Civil Code (BGB). In this context, it should be noted that public statements made by the manufacturer in advertising or on the product label take precedence over statements made by other third parties.
8.3 For goods with digital elements or other digital content, it should be noted that we are only obligated to provide and update the digital content to the extent that this expressly results from a quality agreement in accordance with Section 8.2. We assume no liability for public statements made by the manufacturer or other third parties.
8.4 We are not liable for defects that the buyer is aware of at the time of conclusion of the contract or that he or she is grossly negligent in failing to know of due to gross negligence in accordance with Section 442 of the German Civil Code (BGB). We are not liable for the content and effectiveness of the products. Opened products cannot be returned.
8.5 The buyer's claims for defects only exist if the buyer has fulfilled his or her statutory inspection and notification obligations (Sections 377 and 381 of the German Commercial Code). If the goods are building materials or other goods intended for installation or other processing, an inspection must be conducted immediately prior to processing. Written notification must be made to us immediately if a defect becomes apparent during delivery, inspection, or at a later date. Obvious defects must be reported in writing within 14 working days of delivery, and non-obvious defects must be reported in writing within 14 working days of discovery. In the event that the buyer neglects or fails to fulfill their obligation to properly inspect and/or report defects, our liability for defects not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. If the goods were intended for installation, attachment, or installation, this also applies if the defect only became apparent after the corresponding processing due to non-compliance with or violation of one of these obligations. In this case, the buyer is not entitled to reimbursement of "installation and removal costs."
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8.6 If the delivered goods are defective, we as the seller have the right to choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, the buyer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. Furthermore, we are entitled to make the subsequent performance to be provided by us dependent on the buyer paying the purchase price due. However, the buyer has the right to retain a portion of the purchase price that is reasonable in relation to the defect.
8.7 The buyer must grant us the necessary time and opportunity to provide subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we deliver a subsequent delivery of a defect-free item, the buyer must return the defective item to us in accordance with the statutory provisions. However, the buyer is not entitled to a right of return.
8.8 Unless we have contractually agreed to do so, subsequent performance shall not include the dismantling, removal, or disassembly of the defective item, nor the installation, fitting, or assembly of a defect-free item.
8.9 We will reimburse the expenses necessary for inspection purposes and subsequent performance (transport, labor, and material costs, as well as, if applicable, dismantling and assembly costs) in accordance with the statutory provisions and these General Terms and Conditions of Sale in the event that
a defect exists. However, we may demand reimbursement from the buyer for costs incurred due to an unjustified request for remedy of the defect in the event that the buyer knew or could have recognized that there was actually no defect.
8.10 The buyer has the right to remedy the defect themselves and to demand reimbursement of the objectively necessary expenses in this regard if an urgent case exists (e.g., in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if they undertake to remedy the defect themselves. In the event that we would be entitled to refuse subsequent performance in accordance with statutory provisions, the buyer has no right to remedy the defect themselves.
8.11 The buyer may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is dispensable under statutory provisions. However, in the event of a minor defect, the buyer is not entitled to a right of withdrawal.
8.12 The buyer's claims for reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478 and 474 of the German Civil Code) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, Section 327 Paragraph 5, and Section 327u of the German Civil Code).
8.13 Claims for damages or reimbursement of wasted expenses incurred by the buyer (Section 284 of the German Civil Code) exist only in accordance with Sections 9 and 10, even in the event of a defect.
9. Limitation Period
9.1 The general limitation period for claims resulting from material or legal defects is one year from delivery, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB). In the event that acceptance has been contractually agreed, the limitation period begins upon acceptance.
9.2 The limitation period is five years from delivery in accordance with the statutory provisions (Section 438 Paragraph 1 No. 2 of the German Civil Code) if the goods are a building or an item that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material). This applies subject to further special statutory provisions on limitation periods (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b of the German Civil Code).
9.3 The above limitation periods under the law of purchase also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period pursuant to Sections 195 and 199 of the German Civil Code (BGB) would result in a shorter limitation period in the individual case. Claims for damages by the buyer pursuant to Sections 10.1 and 10.2.a) as well as those under the Product Liability Act are subject to the statutory limitation periods exclusively.
10. Other Liability
10.1 Unless otherwise stipulated in these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
10.2 Within the scope of liability based on fault, we are liable for damages, regardless of the legal basis, only in the event of intent and gross negligence. In the event of simple negligence, we are liable, subject to statutory limitations of liability (e.g., due diligence in one's own affairs; minor breach of duty), only:
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner relies and may rely). However, our liability in this case is limited to compensation for foreseeable, typically occurring damages.
10.3 The limitations of liability resulting from Section 10.2 also apply to third parties and to breaches of duty by persons whose fault we are legally responsible for. If a defect was fraudulently concealed and a guarantee for the quality of the goods was provided, the limitations of liability do not apply. This also applies to the buyer's claims under the Product Liability Act.
10.4 The buyer may withdraw from or terminate the contract due to a breach of duty that does not result from a defect only if we, as the seller, are responsible for the breach of duty.
10.5 The buyer's right of termination (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.
11. Choice of Law and Place of Jurisdiction
11.1 These General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer are governed by Swedish law, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
11.2 If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, our registered office in Linköping shall be the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).
11.3 We are also entitled to bring legal action at the place of performance of the delivery obligation pursuant to these General Terms and Conditions of Sale or a prior individual agreement, or at the buyer's general place of jurisdiction. Priority statutory provisions (exclusive places of jurisdiction) remain unaffected.